SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. _____)
Filed by the registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the
[X] Definitive Proxy Statement by Commission Only (as permitted
[ ] Definitive Additional Materials Rule 14a-6(e)(2)
[ ] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
SYMPOSIUM CORPORATION
================================================================================
(Name of Registrant as Specified in Its Charter)
================================================================================
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No Fee Required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction applies:
================================================================================
(2) Aggregate number of securities to which transactions applies:
================================================================================
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
================================================================================
(4) Proposed maximum aggregate value of transaction:
================================================================================
(5) Total fee paid:
<PAGE>
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
================================================================================
(2) Form, Schedule or Registration Statement no.:
================================================================================
(3) Filing party:
================================================================================
(4) Date filed:
================================================================================
<PAGE>
SYMPOSIUM CORPORATION
-----------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD SEPTEMBER 14, 1999
-----------
TO OUR SHAREHOLDERS:
Notice is hereby given that the 1999 Annual Meeting of Shareholders of
Symposium Corporation ("Symposium") will be held at the Hotel Inter-Continental
New York, 111 E. 48th Street, New York, New York, 10017, at 2:30 P.M. (Eastern
Standard Time) on September 14, 1999. The Annual Meeting is being held for the
following purposes:
1. To elect a Board of six Directors to hold office until the next
Annual Meeting of Shareholders and until their respective successors
have been elected. The persons nominated by the Board of Directors
of the Company (Messrs. Galliers-Pratt, Altbach, Bishop, Cohen,
Kaufman and McGlew) are described in the accompanying Proxy
Statement;
2. To approve amendments to the 1998 Stock Option Plan to, among other
things, increase the maximum number of shares of Common Stock that
may be issued under the Plan from 1,000,000 shares to 2,500,000
shares; and
3. To transact such other business as may properly come before the
Annual Meeting or any of its adjournments or postponements.
Only shareholders of record of Common Stock at the close of business on
August 19, 1999 are entitled to notice of, and to vote at, the Annual Meeting
and any of its adjournments or postponements.
All shareholders are cordially invited to attend the Annual Meeting in
person. However, to ensure your representation at the Annual Meeting, you are
urged to mark, sign and return the enclosed Proxy as promptly as possible in the
postage prepaid envelope enclosed for that purpose.
BY ORDER OF THE BOARD OF DIRECTORS
Ronald Altbach
CO-CHAIRMAN OF THE BOARD, CHIEF OPERATING
OFFICER AND SECRETARY
New York, New York
August 23, 1999
IN ORDER TO ENSURE YOUR REPRESENTATION AT THE MEETING, PLEASE COMPLETE, DATE,
SIGN AND RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED ENVELOPE AS PROMPTLY AS
POSSIBLE. IF YOU DO ATTEND THE MEETING, YOU MAY, IF YOU PREFER, REVOKE YOUR
PROXY AND VOTE YOUR SHARES IN PERSON.
<PAGE>
SYMPOSIUM CORPORATION
----------------
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD SEPTEMBER 14, 1999
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Symposium Corporation, a Delaware
corporation ("Symposium" or the "Company"), for use at the 1999 Annual Meeting
of Shareholders (the "Annual Meeting") to be held at the Hotel Inter-Continental
New York, 111 E. 48th Street, New York, New York 10017, on September 14, 1999 at
2:30 P.M., Eastern Standard time, and at any of its adjournments or
postponements, for the purposes set forth herein and in the attached Notice of
Annual Meeting of Shareholders. Accompanying this Proxy Statement is the Board
of Directors' Proxy for the Annual Meeting, which you may use to indicate your
vote on the proposals described in this Proxy Statement.
All Proxies which are properly completed, signed and returned to the
Company prior to the Annual Meeting, and which have not been revoked, will
unless otherwise directed by the shareholder be voted in accordance with the
recommendations of the Board of Directors set forth in this Proxy Statement. A
shareholder may revoke his or her Proxy at any time before it is voted either by
filing with the Secretary of the Company, at its principal executive offices, a
written notice of revocation or a duly executed proxy bearing a later date, or
by attending the Annual Meeting and expressing a desire to vote his or her
shares in person.
The close of business on August 19, 1999, has been fixed as the record
date for the determination of shareholders entitled to notice of, and to vote
at, the Annual Meeting or any adjournments or postponements of the Annual
Meeting. At the record date, 12,850,464 shares of Common Stock, par value $.001
per share (the "Common Stock"), were outstanding. The Common Stock is the only
outstanding class of capital stock of the Company.
VOTING PROCEDURES
A shareholder is entitled to cast one vote for each share held of record
on the record date on all matters to be considered at the Annual Meeting. A
majority of the outstanding shares of Common Stock must be represented in person
or by proxy at the Annual Meeting in order to constitute a quorum for the
transaction of business. The six nominees for election as directors at the
Annual Meeting who receive the highest number of affirmative votes will be
elected. Approval of the amendments of the 1998 Stock Option Plan will require
the affirmative vote of a majority of the shares of Common Stock present or
represented and entitled to vote at the Annual Meeting. Abstentions and broker
non-votes will be included in the number of shares present at the Annual Meeting
for the purpose of determining the presence of a quorum. Abstentions will be
counted toward the tabulation of votes cast on proposals submitted to
shareholders and will have the same effect as negative votes, while broker
non-votes will not be counted either as votes cast for or against such matters.
This Proxy Statement and the accompanying Proxy were mailed to
shareholders on or about August 23, 1999.
<PAGE>
ELECTION OF DIRECTORS
In accordance with the Bylaws of the Company, the Company's directors are
elected at each Annual Meeting of Shareholders and hold office until the next
election of directors and until their successors are duly elected. The Bylaws of
the Company provide that the Board of Directors shall consist of one or more
directors as fixed from time to time by a vote of a majority of the entire Board
of Directors. The Board of Directors currently has fixed the number of directors
at six.
Unless otherwise instructed, the Proxy holders will vote the Proxies
received by them for the nominees named below. If any nominee is unable or
unwilling to serve as a director at the time of the Annual Meeting, the Proxies
will be voted for such other nominee(s) as shall be designated by the current
Board of Directors to fill any vacancy. The Company has no reason to believe
that any nominee will be unable or unwilling to serve if elected as a director.
The Board of Directors proposes the election of the following nominees as
directors:
Rupert Galliers-Pratt
Ronald Altbach
Adam Bishop
Richard Cohen
Richard Kaufman
Thomas McGlew
If elected, each nominee is expected to serve until the 2000 Annual
Meeting of Shareholders and his or her successor is duly elected and qualified.
The six nominees for election as directors at the Annual Meeting who received
the highest number of affirmative votes will be elected.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ELECTION OF THE
NOMINEES LISTED ABOVE.
<PAGE>
INFORMATION WITH RESPECT TO NOMINEES
The following table sets forth certain information with respect to the
nominees and executive officers of the Company.
<TABLE>
<CAPTION>
YEAR FIRST
AGE AT ELECTED OR
JUNE 30, APPOINTED
NOMINEES 1999 DIRECTOR PRINCIPAL OCCUPATION
- --------------------- -------- ----------- ------------------------------------
<S> <C> <C> <C>
Ronald Altbach 52 1998 Mr. Altbach is the Chief Operating
Officer and acting Chief Financial
Officer of Symposium. Previously,
he served as Vice Chairman of
Rosecliff, Inc., a New York based
merchant banking operation, from
1996 through June 1998 and Chairman
of Paul Sebastian, Inc., one of
Rosecliff's portfolio companies,
from 1995 through
1997.
Adam Bishop 40 1998 Mr. Bishop is currently president
of Telemonde Ltd., which sells and
leases bandwith on
transcontinental fiber optic
cables. From September 1996 to
April 1999 he was self-employed as
a consultant in the
telecommunications industry,
including serving as chief
executive officer of European
Gateway, a subsidiary of North
American Gateway Inc. of Canada
engaged in the sale of
international traffic routes to
telecom operators. Prior to that,
Mr. Bishop was a senior executive
with British Telecom in its
International Carrier Sales
division. During his tenure at
British Telecom, Mr. Bishop and
Mr. McGlew together implemented a
wholesale carrier strategy which
employed joint venture
carrier-partners to create new
routes in developing countries.
Richard Cohen 47 1998 Mr. Cohen has been president of
Richard M. Cohen Consultants,
which provides financial
consulting services in primarily
the multimedia industry, since
January 1998. From 1993 to 1995
he was president of General Media,
Inc. Mr. Cohen has been involved
in advising and managing a number
<PAGE>
of financings in both the public
and private sectors. He serves on
the Board of Directors of National
Auto Credit and Carnegie
International.
Rupert Galliers-Pratt 47 1998 Mr. Galliers-Pratt is the Chief
Executive Officer of Symposium.
Previously, he served as Chairman
and Chief Executive Officer of
Petersburg Long Distance, Inc. from
1992 to 1995. The company was listed
on the NASDAQ (PLD Telecom) in 1993.
Under Mr. Galliers-Pratt's
leadership, PLD raised $200 million,
$100 million of which came through a
public offering with Salomon
Brothers as the lead underwriter.
Mr. Galliers-Pratt engineered the
sale of the original investors'
interests to Cable & Wireless in
1994 and agreed to remain as
Chairman through March 1995. He is
involved in a number of start-up
businesses, including
telecommunications businesses, and
sits on the boards of several
companies.
Richard Kaufman 55 1999 Since 1990, Mr. Kaufman has been
Chief Officer, President and owner
of 21st Funding Corporation, a
company that arranges debt
financing for middle market
businesses.
Thomas McGlew 45 1998 Mr. McGlew is currently the chief
executive officer of Iaxis BV, a
builder of fiber optic networks.
From June 1997 through September
1998, Mr. McGlew served as Vice
President of International
Commercial Operations for WorldCom
International, a fiber cable
provider to telecom carriers. He
was responsible for an
international revenue line
covering basic and enhanced
services across voice, data and
Internet products and was
specifically responsible for the
global portfolio and commercial
<PAGE>
operations worldwide outside North
America. From September 1995 to
June 1997, he was Head of
Marketing and Director of
Distribution for British Telecom's
European portfolio in BT's venture
operations in Europe.
</TABLE>
BOARD MEETINGS AND BOARD COMMITTEES
The Board of Directors held 2 meetings during 1998. No director attended
less than 75% of all the meetings of the Board of Directors held while he was
director.
In December 1998, the Board of Directors formed an Audit Committee. The
Audit Committee currently consists of Messrs. Cohen and Bishop. The purpose of
the Audit Committee is to recommend the engagement of the Company's independent
public accountants, review the scope of the audit to be conducted by the
independent public accountants, and meet with the independent public accountants
and the Chief Financial Officer of the Company to review matters relating to the
Company's financial statements, the Company's accounting principles and its
system of internal accounting controls, and reports its recommendations as to
the approval of the financial statements of the Company to the Board of
Directors. No meetings of the Audit Committee were held during 1998.
In December 1998, the Board of Directors formed a Compensation Committee.
The Compensation Committee currently consents of Messrs. Bishop and McGlew. The
purpose of the Compensation Committee is to review, on an annual basis or more
frequently as it deems appropriate, the performance of the executive officers of
the Company, review the amount and form of compensation payable to the executive
officers of the Company and report to the Board on an annual basis making
recommendations regarding compensation of the executive officers. In addition,
the Compensation Committee administers the 1998 Stock Option Plan. The
Compensation Committee did not meet during 1998.
In December 1998, the Board of Directors established an Executive
Committee, which currently consists of Messrs. Altbach, Cohen and
Galliers-Pratt. The Executive Committee has been empowered to exercise all of
the powers and authorities of the Board of Directors in management of the
business and affairs of the Corporation, except that the Executive Committee
does not have the power and authority in reference to the following matters: (i)
approving or adopting, or recommending to the stockholders, any action or matter
expressly required by the Delaware General Corporation Law to be submitted to
the stockholders for approval, or (ii) adopting, amending or repealing any bylaw
of the Corporation.
Page 5
<PAGE>
COMPENSATION OF DIRECTORS
The Directors of Symposium do not presently receive any cash compensation
for their services as directors.
PROPOSAL TO AMEND THE 1998 STOCK OPTION PLAN
GENERAL
The Board of Directors has approved amendments (the "Amendments") to the
1998 Option Plan (the "Option Plan") to (i) increase the number of shares of
Common Stock available for issuance under the Option Plan from 1,000,000 shares
to 2,500,000 shares; and (ii) limit the number of shares which anyone may
receive under the Plan to 50% of the total number of shares available for
issuance under the Option Plan. The Amendments are being submitted to the
Shareholders for approval.
The Board of Directors approved the Amendment to increase the number of
shares because all of the shares available for issuance under the Option Plan
are subject to outstanding options. In addition, as of the date of this Proxy
Statement, the Compensation Committee has authorized options to purchase an
additional 139,000 shares, which options are subject to approval of the
Amendments by the Shareholders. The Board of Directors believes that the ability
to grant stock-based awards is important to the future success of the Company.
The grant of stock options can motivate high levels of performance and provide
an effective means of recognizing employee contributions to the success of the
Company. In addition, stock options can be valuable in recruiting and retaining
personnel and providing incentives to its current employees. The increase in the
number of shares available for awards under the Option Plan will enable the
Company to continue to realize the benefits of granting stock-based
compensation.
At August 19, 1999, the closing sales price of the Common Stock as
reported on the OTC Bulletin Board was $6.375 per share.
SUMMARY OF THE OPTION PLAN
PURPOSE. The purpose of the Option Plan is to advance the interests of the
Company and its shareholders by strengthening the Company's ability to obtain
and retain the services of the types of employees, consultants, officers and
directors who will contribute to the Company's long term success and to provide
incentives which are linked directly to increases in stock value which will
inure to the benefit of all shareholders of the Company.
The Board of Directors approved the Option Plan in December 1998. The
shareholders approved the Option Plan by written consent in April 1999.
ADMINISTRATION. The shareholders approved the Option Plan by written
consent in April 1999. The Option Plan may be administered by the Board of
Directors, or a committee of the Board of Directors whose members serve at the
pleasure of the Board. The party administering the Option Plan is referred to as
the "Administrator." The Option Plan is currently administered by the
Compensation Committee. Subject to the provisions of the Option Plan, the
Administrator has full and final authority to (i) to select from among eligible
directors, officers, employees and consultants, those persons to be granted
awards under the Option Plan, (ii) to
Page 6
<PAGE>
determine the type, size and terms of individual awards to be made to each
person selected, (iii) to determine the time when awards will be granted and to
establish objectives and conditions (including, without limitation, vesting and
performance conditions), if any, for earning awards, (iv) to amend the terms or
conditions of any outstanding award, subject to applicable legal restrictions
and to the consent of the other party to such award, (v) to authorize any person
to execute, on behalf of the Company, any instrument required to carry out the
purposes of the Option Plan, and (vii) to make any and all other determinations
which the Administrator determines to be necessary or advisable in the
administration of the Option Plan. The Administrator has full power and
authority to administer and interpret the Plan and to adopt, amend and revoke
such rules, regulations, agreements, guidelines and instruments for the
administration of the Option Plan and for the conduct of its business as the
Administrator deems necessary or advisable.
ELIGIBILITY. Any person who is a director, officer, employee or
consultant of the Company, or any of its subsidiaries (a "Participant"), is
eligible to be considered for the grant of awards under the Option Plan.
CONSIDERATION. The Common Stock underlying an award may be issued for any
lawful consideration as determined by the Administrator, including, without
limitation, a cash payment, services rendered, or the cancellation of
indebtedness. An award may provide for a purchase price of the Common Stock at a
value less than the fair market value of the Common Stock on the date of grant.
In addition, an award may permit the recipient to pay the purchase price of the
Common Stock or to pay such recipient's tax withholding obligation with respect
to such issuance, in whole or in part, by delivering previously owned shares of
capital stock of the Company or other property, or by reducing the number of
shares of Common Stock otherwise issuable pursuant to such award.
TERMINATION OF AWARDS. All options granted under the Option Plan expire
ten years from the date of grant, or such shorter period as is determined by the
Administrator. No option is exercisable by any person after such expiration. If
an option expires, terminates or is canceled, the shares of Common Stock not
purchased thereunder shall again be available for issuance under the Option
Plan.
AMENDMENT AND TERMINATION OF THE OPTION PLAN. The Administrator may amend
the Option Plan at any time, may suspend it from time to time or may terminate
it without approval of the shareholders; provided, however, that shareholder
approval is required for any amendment which materially increases the number of
shares for which awards may be granted, materially modifies the requirements of
eligibility, or materially increases the benefits which may accrue to recipients
of awards under the Option Plan. However, no such action by the Board of
Directors or shareholders may unilaterally alter or impair any award previously
granted under the Option Plan without the consent of the recipient of the award.
In any event, the Option Plan shall terminate on December 31, 2007 unless sooner
terminated by action of the Board of Directors.
FEDERAL INCOME TAX CONSEQUENCES FOR STOCK OPTIONS. The following is a
general discussion of the principal tax considerations for both "incentive stock
options" within the meaning of Section 422 of the Code ("Incentive Stock
Options") and non-statutory stock options ("Non-statutory Stock Options"), and
is based upon the tax laws and regulations of the United
Page 7
<PAGE>
States existing as of the date hereof, all of which are subject to modification
at any time. The Option Plan does not constitute a qualified retirement plan
under Section 401(a) of the Code (which generally covers trusts forming part of
a stock bonus, pension or profit-sharing plan funded by the employer and/or
employee contributions which are designed to provide retirement benefits to
participants under certain circumstances) and is not subject to the Employee
Retirement Income Security Act of 1974 (the pension reform law which regulates
most types of privately funded pension, profit sharing and other employee
benefit plans).
CONSEQUENCES TO EMPLOYEES: INCENTIVE STOCK OPTIONS. No income is
recognized for federal income tax purposes by an optionee at the time an
Incentive Stock Option is granted, and, except as discussed below, no income is
recognized by an optionee upon his or her exercise of an Incentive Stock Option.
If the optionee makes no disposition of the Common Stock received upon exercise
within two years from the date such option was granted or one year from the date
such option is exercised, the optionee will recognize mid-term or long-term
capital gain or loss when he or she disposes of his or her Common Stock
depending on the length of the holding period. Such gain or loss generally will
be measured by the difference between the exercise price of the option and the
amount received for the Common Stock at the time of disposition.
If the optionee disposes of the Common Stock acquired upon exercise of an
Incentive Stock Option within two years after being granted the option or within
one year after acquiring the Common Stock, any amount realized from such
disqualifying disposition will be taxable as ordinary income in the year of
disposition to the extent that (i) the lesser of (a) the fair market value of
the shares on the date the Incentive Stock Option was exercised or (b) the fair
market value at the time of such disposition exceeds (ii) the Incentive Stock
Option exercise price. Any amount realized upon disposition in excess of the
fair market value of the shares on the date of exercise will be treated as
long-term, mid-term or short-term capital gain, depending upon the length of
time the shares have been held.
The use of stock acquired through exercise of an Incentive Stock Option to
exercise an Incentive Stock Option will constitute a disqualifying disposition
if the applicable holding period requirement has not been satisfied.
For alternative minimum tax purposes, the excess of the fair market value
of the stock as of the date of exercise over the exercise price of the Incentive
Stock Option is included in computing that year's alternative minimum taxable
income. However, if the shares are disposed of in the same year, the maximum
alternative minimum taxable income with respect to those shares is the gain on
disposition. There is no alternative minimum taxable income from a disqualifying
disposition in subsequent years.
CONSEQUENCES TO EMPLOYEES: NON-STATUTORY STOCK OPTIONS. No income is
recognized by a holder of Non-statutory Stock Options at the time Non-statutory
Stock Options are granted under the Option Plan. In general, at the time shares
of Common Stock are issued to a holder pursuant to exercise of Non-statutory
Stock Options, the holder will recognize ordinary income equal to the excess of
the fair market value of the shares on the date of exercise over the exercise
price.
Page 8
<PAGE>
A holder will recognize gain or loss on the subsequent sale of Common
Stock acquired upon exercise of Non-statutory Stock Options in an amount equal
to the difference between the selling price and the tax basis of the Common
Stock, which will include the price paid plus the amount included in the
holder's income by reason of the exercise of the Non-statutory Stock Options.
Provided the shares of Common Stock are held as a capital asset, any gain or
loss resulting from a subsequent sale will be short-term, mid-term or long-term
capital gain or loss depending upon the length of time the shares have been
held.
CONSEQUENCES TO THE COMPANY: INCENTIVE STOCK OPTIONS. The Company
will not be allowed a deduction for federal income tax purposes at the time of
the grant or exercise of an Incentive Stock Option. There are also no federal
income tax consequences to the Company as a result of the disposition of Common
Stock acquired upon exercise of an Incentive Stock Option if the disposition is
not a disqualifying disposition. At the time of a disqualifying disposition by
an optionee, the Company will be entitled to a deduction for the amount received
by the optionee to the extent that such amount is taxable to the optionee as
ordinary income.
CONSEQUENCES TO THE COMPANY: NON-STATUTORY STOCK OPTIONS. Generally,
the Company will be entitled to a deduction for federal income tax purposes in
the year and in the same amount as the optionee is considered to have realized
ordinary income in connection with the exercise of Non-statutory Stock Options.
OPTION PLAN AMENDMENT BENEFITS TO DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth information regarding the benefits which
will be received pursuant to the proposed amendment to the Option Plan by the
following persons and groups (based on options outstanding as of August 19,
1999).
<TABLE>
<CAPTION>
NAME AND PRINCIPAL POSITION DOLLAR VALUE (1) NUMBER OF SHARES
- --------------------------- ---------------- ----------------
<S> <C> <C>
Rupert Galliers-Pratt. . . . . . . . . . . . . $ 0 0
Co-Chairman, Chief Executive
Officer
Ronald Altbach. . . . . . . . . . . . . . . . . $148,688 30,500 (2)
Co-Chairman, Chief Operating
Officer
All current executive officers as a
group . . . . . . . . . . . . . . . . . . . . $148,688 30,500
Executive Management Services $148,688 30,500 (2)
All current directors who are not
executive officers as a group . . . . . . $115,000 40,000
All employees, including current
officers who are not executive
officers, as a group . . . . . . . . . . . . . $ 0 0
- ----------
<FN>
(1) The dollar value of the option listed represents the spread between the
market value (the closing sales price as of August 19, 1999) and the
exercise price.
Page 9
<PAGE>
(2) These options vest contingent upon the completion of the acquisitions of
Direct Sales International, Ltd and AmeriNet, Inc.
</FN>
</TABLE>
REQUIRED VOTE
The approval of the Amendments requires the affirmative vote of a majority
of the shares of the Company's Common Stock present or represented and entitled
to vote on this matter at the 1999 Annual Meeting. An abstention will be counted
toward the tabulation of votes cast and will have the same effect as a vote
against the proposal. A broker non-vote, however, will not be treated as a vote
cast for or against approval of the proposal.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR"
THE APPROVAL OF THE AMENDMENTS.
Page 10
<PAGE>
OTHER INFORMATION
EXECUTIVE COMPENSATION
The Company did not pay any cash compensation to any executive officer
for the year ended December 31, 1998.
OPTION GRANTS IN LAST FISCAL YEAR
(INDIVIDUAL GRANTS)
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES PERCENT OF TOTAL
UNDERLYING GRANTED TO
OPTIONS EMPLOYEES EXERCISE
NAME GRANTED IN FISCAL YEAR PRICE EXPIRATION DATE
---- ---------- -------------- ------- ---------------
<S> <C> <C> <C> <C>
Ronald Altbach 150,000 100% $1.00 12/03/02
</TABLE>
Mr. Galliers-Pratt provides his services to the Company through a
consulting agreement Symposium has with Executive Management Services. On
December 3, 1998, the Company granted 200,000 options, exercisable in full on
December 3, 1999 at $1.00 per share, to Executive Management Services. This
option terminates on December 3, 2002.
AGGREGATED FISCAL YEAR END OPTION EXERCISES AND FISCAL YEAR END
OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
SHARES ACQUIRED UNDERLYING
ON EXERCISE VALUE REALIZED UNEXERCISED OPTIONS VALUE OF UNEXERCISED
NAME (#)(1) ($)(1) AT DECEMBER 31, 1998 IN-THE-MONEY OPTIONS
- ---- ----------- ------------ -------------------- --------------------
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Ronald -- -- 0 150,000 0 $ 806,250
Altbach
<FN>
(1) No options were exercised in fiscal year 1998.
</FN>
</TABLE>
Page 11
<PAGE>
EMPLOYMENT AND CONSULTING CONTRACTS
In June 1999, the Company entered into an Employment Agreement with Mr.
Altbach. The Agreement, which was effective as of January 1, 1999, provides for
salary at a rate of $225,000 per year through June 30, 1999 and $350,000 per
year thereafter. Mr. Altbach also receives an automobile allowance of $2,000 per
month. The Company may terminate the employment of Mr. Altbach at any time, with
or without cause, provided that any termination without cause requires the
Company to continue to pay to him salary and other benefits for two years
following termination. Mr. Altbach may terminate the Employment Agreement upon
not less than 60 days notice to the Company.
In June 1999, the Company entered into a Consulting Agreement with
Executive Management Services through which Mr. Galliers-Pratt provides his
services to the Company. The Agreement, which was effective as of January 1,
1999, provides for consulting fees at a rate of $250,000 per year through June
30, 1999 and $350,000 per year thereafter. Mr. Galliers-Pratt also receives an
automobile allowance of $2,000 per month. The Company may terminate the
Consulting Agreement at any time, with or without cause, provided that any
termination without cause requires the Company to continue to pay to Executive
Management Services consulting fees and other benefits for two years following
termination. Executive Management Services may terminate the Consulting
Agreement upon not less than 60 days notice to the Company.
CERTAIN TRANSACTIONS WITH
DIRECTORS AND EXECUTIVE OFFICERS
Symposium has an option to purchase all of the outstanding stock of
Automatic Communications Limited ("ACL"). If Symposium exercises the option,
Adam Bishop would be entitled to 1/10th of the exercise price and a trust of
which Mr. Galliers-Pratt is the beneficiary and Mr. Altbach would each be
entitled to 1/18th of the exercise price.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers, directors and persons who own more than 10% of a
registered class of the Company's equity securities to file reports of ownership
and changes in ownership with the Securities and Exchange Commission (the
"SEC"). Executive officers, directors and 10% shareholders are required by SEC
regulations to furnish the Company with all Section 16(a) forms they file. The
Company did not have a class of securities registered in 1998, and therefore the
directors, officers and 10% shareholders were not subject to the beneficial
ownership reporting requirements during 1998.
PRINCIPAL SHAREHOLDERS
The following table sets forth as of August 19, 1999 certain information
relating to the ownership of the Common Stock by (i) each person known by the
Company to be the beneficial owner of more than five percent of the outstanding
shares of the Common Stock, (ii) each of the Company's directors, (iii) each
executive officer, and (iv) all of the Company's executive officers and
directors as a group.
Page 12
<PAGE>
<TABLE>
<CAPTION>
AMOUNT AND NATURE
NAME AND ADDRESS OF BENEFICIAL OF BENEFICIAL
OWNER(1) OWNERSHIP(2) PERCENT OF CLASS(2)
- ---------------------------------------------------- ------------------------- ------------------------------
<S> <C> <C>
Richard Prochnow................................... 2,500,000 19.5%
2550 Heritage Court, Suite 106
Atlanta, Georgia 30339
Michael Lauer...................................... 2000,000 (3) 14.4
980 Post Road East
Westpoint, Connecticut, 06880
The Shropshire Trust Company, Ltd.................. 1,200,000 (4) 9.3
M.L.H. Quin & Co.
Bermuda Commercial Bank Bldg.
44 Church Street
Hamilton HM 12
Bermuda
Ronald Altbach..................................... 1,100,000 (5) 8.5
Lancer Offshore.................................... 1,000,000 (6) 7.5
Kaya Flamboyan 9
Curacao, Netherlands Antilles
Lancer Partners.................................... 1,000,000 (7) 7.5
980 Post Road East
Westpoint, Connecticut, 06880
Tyman Holdings, Inc................................ 650,000 (8) 5.1
Thomas McGlew...................................... 650,000 (8) 5.1
Adam Bishop........................................ 650,000 (8) 5.1
Richard Cohen...................................... 100,000 (9) *
Richard Kaufman.................................... 0 (10) *
Rupert Galliers-Pratt.............................. 0
All officers and directors as a group
(6 persons)........................................ 1,850,000 (10) 13.2%
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<PAGE>
- ----------------
* Less than 1%
<FN>
(1) Unless otherwise indicated, the address of each beneficial owner is in the
care of Symposium Corporation, 410 Park Avenue, 18th Floor, New York, NY 10022.
(2) Unless otherwise indicated and subject to applicable community property
laws, Symposium believes that all persons named in the table have sole voting
and investment power with respect to all shares of Common Stock beneficially
owned by them. A person is deemed to be the beneficial owner of securities that
may be acquired by such person within 60 days from the date of this proxy
statement upon the exercise of options, warrants or convertible securities. Each
beneficial owner's percentage of ownership is determined by assuming all
options, warrants or convertible securities that are held by such person (but
not held by any other person) and which are exercisable or convertible within 60
days of this proxy statement have been exercised or converted. Percent of Class
(third column above) is based on 12,850,464 shares of Common Stock outstanding
as of the date of this proxy statement.
(3) Includes shares owned by Lancer Offshore (see note 6) and Lancer Partners
(see note 7), which Mr. Lauer may be deemed to beneficially own by virtue of his
status as investment management of Lancer Offshore and General Partner of Lancer
Partners.
(4) Shropshire Trust Company Ltd. is an independent trust company and is
unaffiliated with Symposium other than as a beneficial owner of 1,200,000
shares as trustee for Shropshire Trust No. 1, Shropshire Trust No. 2,
Shropshire Trust No. 3 and Shropshire Trust No. 4, each of which holds
300,000 shares of Common Stock. The beneficiaries of the Shropshire Trust No.
1, Shropshire Trust No. 2, Shropshire Trust No. 3 and Shropshire Trust No. 4
are the children of Rupert Galliers-Pratt.
(5) Includes: (i) 475,000 shares of Common Stock owned by his wife; (ii) 50,000
shares of Common Stock issuable upon exercise of stock options exercisable
commencing upon the purchase by the Company of a majority of the outstanding
capital stock of AmeriNet, Inc.; and (iii) 50,000 shares of Common Stock
issuable upon exercise of stock options exercisable commencing upon the
acquisition by the Company of either substantially all of the assets of Direct
Sales International L.P. ("DSI") or of a majority of the outstanding partnership
interests of DSI. Does not include: (i) 150,000 shares of Common Stock issuable
upon exercise of stock options exercisable commencing upon December 3, 1999; or
(ii) 150,000 shares of Common Stock issuable upon exercise of stock options
exercisable commencing upon March 18, 2000.
(6) Includes 500,000 shares of Common Stock issuable upon exercise of warrants.
(7) Includes 500,000 shares of Common Stock issuable upon exercise of warrants.
Page 14
<PAGE>
(8) These shares are held of record by Tyman Holdings, Inc. Tyman Holdings, Inc.
is held by St. Georges Trust. Derek Baudains and Grenedier International, a
Panama corporation, are the trustees of St. Georges Trust, both of which are
unaffiliated with Symposium. Thomas McGlew and Adam Bishop are the beneficiaries
of St. Georges Trust and also have voting and dispositive power over the
property held by St. Georges Trust and therefore are the beneficial owners of
these shares.
(9) Includes 50,000 shares of Common Stock issuable upon exercise of stock
options that are exercisable within 60 days. Does not include 20,000 shares of
Common Stock issuable upon the exercise of stock options exercisable commencing
upon October 9, 2001.
(10) Does not include 40,000 shares of Common Stock issuable upon the exercise
of stock options exercisable commencing upon July 25, 2000.
(11) Includes the shares and options described in notes (5), (8) and (9).
</FN>
</TABLE>
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<PAGE>
SHAREHOLDER PROPOSALS FOR 2000 ANNUAL MEETING
Any shareholder who intends to present a proposal at the next Annual
Meeting of Shareholders for inclusion in the Company's Proxy Statement and Proxy
form relating to such Annual Meeting must submit such proposal to the Company at
its principal executive offices by December 31, 1999.
INDEPENDENT PUBLIC ACCOUNTANTS
Grant Thornton LLP, independent public accountants, were selected by the
Board of Directors to serve as independent public accountants of the Company for
the year ended December 31, 1998. Representatives of Grant Thornton LLP are
expected to be present at the Annual Meeting, and will be afforded the
opportunity to make a statement if they desire to do so, and will be available
to respond to appropriate questions from shareholders.
SOLICITATION OF PROXIES
It is expected that the solicitation of proxies will be primarily by mail.
The cost of solicitation by management will be borne by the Company. The Company
will reimburse brokerage firms and other persons representing beneficial owners
of shares for their reasonable disbursements in forwarding solicitation material
to such beneficial owners. Proxies may also be solicited by certain of the
Company's directors and officers, without additional compensation, personally or
by mail, telephone, telegram or otherwise for the purpose of soliciting such
proxies.
REGISTRATION STATEMENT ON FORM 10-SB
THE COMPANY'S REGISTRATION STATEMENT ON FORM 10-SB, WHICH BECAME EFFECTIVE
IN APRIL 1999, WILL BE MADE AVAILABLE TO SHAREHOLDERS WITHOUT CHARGE UPON
WRITTEN REQUEST TO RONALD ALTBACH, CHIEF OPERATING OFFICER, 410 PARK AVENUE, NEW
YORK, NEW YORK 10022.
ON BEHALF OF THE BOARD OF DIRECTORS
Ronald Altbach
CO-CHAIRMAN OF THE BOARD, CHIEF
OPERATING OFFICER AND SECRETARY
New York, New York
August 23, 1999
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<PAGE>
PROXY
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF
SYMPOSIUM CORPORATION
The undersigned, a shareholder of Symposium Corporation, a Delaware corporation
(the "Company"), hereby appoints Rupert Galliers-Pratt and Ronald Altbach, and
each of them, the proxies of the undersigned, each with full power of
substitution, to attend, vote and act for the undersigned at the Annual Meeting
of Shareholders of the Company to be held on September 14, 1999, and any
adjournments thereof, to vote and represent all of the shares of the Company
which the undersigned would be entitled to vote, as follows:
: Please mark your votes as in this example
The Board of Directors recommends a WITH vote on Proposal ONE, and a FOR vote
on Proposal Two.
1. ELECTION OF DIRECTORS, as provided in the Company's Proxy Statement.
[ ] WITH [ ] WITHOUT THE AUTHORITY TO VOTE FOR THE NOMINEES LISTED
BELOW
(INSTRUCTIONS: TO WITHHOLD AUTHORITY FOR A NOMINEE, LINE THROUGH, OR
OTHERWISE STRIKE OUT, THE NAME BELOW.)
Rupert Galliers-Pratt
Ronald Altbach
Adam Bishop
Richard Cohen
Richard Kaufman
Thomas McGlew
2. APPROVAL OF AMENDMENTS TO THE 1998 STOCK OPTION PLAN.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
The undersigned hereby revokes any other proxy to vote at such Meeting, and
hereby ratifies and confirms all that said proxy may lawfully do by virtue
hereof. WITH RESPECT TO SUCH OTHER BUSINESS THAT MAY PROPERLY COME BEFORE THE
MEETING AND ANY ADJOURNMENTS THEREOF, SAID PROXY IS AUTHORIZED TO VOTE IN
ACCORDANCE WITH ITS BEST JUDGMENT.
This proxy will be voted in accordance with the instructions as set forth
above. THIS PROXY WILL BE CREATED AS A GRANT OF AUTHORITY TO VOTE FOR THE
ELECTION OF THE DIRECTORS NAMED ABOVE AND TO AMEND THE 1998 STOCK OPTION PLAN,
AND AS SAID PROXY SHALL DEEM ADVISABLE ON SUCH OTHER BUSINESS AS MAY COME BEFORE
THE MEETING, UNLESS OTHERWISE DIRECTED.
IMPORTANT: Please sign name exactly as it appears below. When shares are held
by joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by president or authorizing
officer. If a partnership, please sign in partnership name by authorized
person.
SIGNATURE______________________________________ Date______________
SIGNATURE______________________________________ Date______________
Note: Please sign, date and return promptly in the enclosed envelope which
requires no postage if mailed in the United States.
